The Codex Amicitia
by Malletmann
Summary: After much work, a brilliant mage in a once magnificent but now corrupt city of magic believes he has found a way to save it in a new, powerful form of magic. To seek it out, he will have to cross the Veil and explore a strange new land inhabited by creatures the likes of which he has never seen before. Human In Equestria Story
1. Arrival

_There was a certain addictive comfort in melancholy resignation, bemused Carpathios as he tread the polished marble walkways of Agathonis, the City of Light as it was once known. The sound of his footsteps, intermixed with the far sharper clack of his heqa staff hitting the stone, were some of the precious few noises to be heard on the main concourse of the city, echoing off the tall, polished spires, fittingly dull in the day's overcast weather. _

_The entire scene was quite befitting of Carpathios' mood. A frustratingly short time ago, these roads would have been lined with bright, open-aired pavilions. People from all statuses and walks of life would come to bask in the illumination that Magnathios and his mighty pupils. This was once a place where magic and knowledge flowed freely, and all efforts were for the betterment of the world. A place with a vision, now lost._

_The pavilions and the crowds were gone now. The colorful banners had fell into tattered disrepair. The spires that were once open and inviting were now sealed shut, while hidden away inside, lesser mages schemed and plotted ways to enhance their own station, ever searching for the secrets of those far greater than themselves._

_The glory days of his home were gone. _

_At last, Carpathios arrived at his destination, the base of a great stepped pyramid. He entered through the main vaulted entrance into the Omniceum, the world's greatest library, repository of millenia worth of knowledge, lore and arcana. Great shelves, taller than some castle walls, stood covered in myriad tomes, grimoires and codices. The spectacle was usually enough to overwhelm most minds. _

_Carpathios, despite his position as the former Mage King's personal pupil, did not possess the intuitive knowledge of the Omniceum as its librarians. He sought one out immediately, pleased as he identified his old friend Soptek amongst the faintly musty books. The wizened old figure in maroon robes smiled as he noticedthe younger mage's approach. _

_"Greetings, Proctek," Soptek said as he turned to look at Carpathios, using the old honorific he had earned from his tutelage at the Mage King Magnathios' side. Soptek was one of the few that still used it, since the sudden and perplexing disappearance of the king. Despite the fact that he had gained that position from hisown intellectual prowess and force of will, his respect had subtly but noticeably declined. _

_"Greetings to you, Chief Librarian. I was hoping you might be able to help you with a project of mine. I've been researching various forms of traversing the Veil..."_

* * *

Twilight Sparkle was sitting out on her porch on this fine sunny day, reading yet another book on magic. Today, she had chosen to study the complete works of Neighcoli Sparkla, a contemporary of Starswirl the Bearded. At the time, unicorns looked at him with derision, thinking him to be little more than a charlatan and madpony. However, recent advances in magic had proven him right about many of his once critized theories.

As she was attempting to concentrate on a passage about Sparkla's theory on magical resonance, she felt a strange buzzing in her horn. Rubbing her temple with a hoof, she tried to shake off the feeling. After a few seconds it passed. Curious, and perhaps a slight bit concerned, she marked her place in the book and went back inside her home and the library.

"Spike, do you know where the book on strange unicorn ailments is?" Twilight asked as she began searching through the library's medical section.

"Twilight, you're not going to try and self...umm, what was that word you used again?" her baby dragon assistant said as he climbed down the ladder from where he had been dusting another shelf of books.

"Self-diagnose," the unicorn said, remembering the particular incident in question. "And like I said before, anyone could have made that mistake. The symptoms all seemed to be a match. And I've learned my lesson; from now on, I'll see a professional before I jump to any conclusions. I just felt a buzzing in my horn and need to see if its anything to worry about."

"Alright, but I am _not _gathering mucus samples for you," Spike said as he recovered the desired book. Twilight held it in front of her, suddenly dropping it as the peculiar sensation returned, stronger than before. It lasted a bit longer than the last time. She shook her head, trying to clear her head. Surprisingly, Spike seemed to be rubbing his belly.

"Twilight, I think I felt something too," he said at her quizzical expression.

"Well, this changes things," the unicorn scholar said, reshelving the medical text and pulling several others off and placing them at her desk. "It would appear that the cause is external, since it would be highly unlikely for us to be affected at the same time. Unless my horn buzzing was causing your tummy trembling, then I might need to-" she was cut off by the largest bout of buzzing yet, which seemed to be growing in intensity. It spread from her horn to the rest of her body, then seemingly to the rest of the room.

"Spike, get out of here! I don't know what's wrong with me, but I can't stop! You need to-" A strange noise came from outside, a massive sucking sound. This built up for a few seconds before a thunderclap was heard, accompanied by a bright red flash from the center of town.

"Or," Spike said, "It could be caused by that."

Twilight took a moment to calm down. "Yes, that would make sense," she said. "Well, let's go check it out then. Based on my reaction, it was some sort of magical phenomenon, but not one I've ever heard of." Her eyes lit up, and she grabbed several books, a quill and ink, and a roll of parchment. "We're going to discover something new!" she exclaimed excitedly.

As they made for the front door, it unexpectedly burst open, revealing Pinkie Pie, even more excited than usual, a state Twilight had previously thought impossible.

"Twilight! Have you seen it? It's so big and tall! And mysterious and shiny! And loud and surprising! And TALL!" the pink earth pony blurted at her usual rapid pace.

"Calm down, Pinkie," Twilight said, despite the fact she wasn't even sure if her request was possible at the moment. "No I haven't seen it, Spike and I were just on our way to investigate. What happened?"

"Well, I was baking a batch of cookies for Dinky's birthday next week. I decided cookies because I already knew her mom was making her muffins, and muffins are good, but muffins _and_ cookies are better. Well so are muffins and cupcakes, but I made her cupcakes last year, so I decided to mix it up. So anyway, I was baking the cookies..."

"Pinkie..."

"I was getting there, Twi. Anyway, I was baking the cookies when my knee twitched, then my tail twitched, then my shoulder ached. That means something strange is about to happen. So I go to look out the window, and whoosh-bang! And then, I saw it! It was big and tall, and mysterious and shiny, and loud and surprising, and TALL! Then I came here." Pinkie finished with a smile.

Twilight sighed. "Well, I guess we'd better go see this for ourselves. Come on, Spike," she said, donning her saddlebags. Spike hopped onto her back, and they headed out, Pinkie bouncing beside them.

* * *

By the time Twilight had reached the town square, ostensibly the source of the strange event, she had noticed the town seemed deserted. It was likely that whatever Pinkie had seen had spooked the mostly timid townsponies. Occasionally she saw a few faces in the windows giving her nervous looks.

They arrived in the center of town, and Twilight got a good look at the strange creature that was the apparent source of the day's commotion. It was in fact tall, standing about twice the height of an average pony. This was likely due in no small part to the fact that the creature stood on two legs like a minotaur or diamond dog. It wore a bright red robe, covered in golden, gem-encrusted ornaments. Most conspicuous was the bright, polished sundisk it wore on a yoke over its chest. A pair of gracefully curving golden branches sprouted from the yoke on its shoulders, coming up to its eye level. Upon its head it wore a headdress consisting of a headband placed over a red hood, with a large crest in the middle of its forehead. In its hand, it grasped a large stick covered in blue and gold bands, perfectly straight save for the top end, which was curved into a crescent.

As Twilight approached, it turned to her, giving her a good look at its face. Flat, it was mostly hairless, save what looked like a few strands of sand-colored mane poking out from under the headdress. It had pale skin, a small triangular shaped nose, and a pair of unusually small slate-grey eyes, glimmering with intelligence.

Twilight cleared her throat. "Ahem, hello.. My name is Twilight Sparkle, and on behalf of Princess Celestia, I would like to welcome you to the land of Equestria and the town of Ponyville." She waited for its response, smiling a touch nervously, perhaps.

The creature nodded its head. "I graciously accept your welcome. I am Carpathios, Proctek of Magnathios, the Mage King of Agathonis, and Magos of the Seventh Intonation."


	2. Introductions

_ Soptek found Carpathios in an isolated wing of the Omniceum, face deep in one of the countless arcane texts stored within the labyrinth of shelves. The mage paused his reading only long enough to jot something down on the parchment he had brought with him. He then returned to the book, flipping through its wafer-thin metal pages, the writing on them etched by needle rather than inked with quill._

_ That got Soptek intrigued. Comparatively very few books were fashioned in such a matter, despite Soptek's desire that all items in the Omniceum should have one such copy. Such a tome could last for thousands of years if properly cared for, and would be practically indestructible. Unfortunately the process was exceedingly long and labor-intensive, even with the use of magic. A single book could take the good part of a decade to copy. Soptek practiced the craft himself, and continued to transfer the contents of precious works to their sturdier bindings._

_ "Ever the diligent scholar, hmm Carpathios?" Soptek asked as it became clear his fried had not noticed his approach. _

_ Without looking up, Carpathios responded, "Some things are worth total devotion, Soptek. Some things aren't, even though some people seem content to give it to them." He pause for a moment, his face darkening at those last words as though recalling a particularly sour memory. "But some things are, and I believe what I have found warrants mine. Do you recall what I said the other morning about traversing the Veil?" _

_ "Yes, and as I said then, it is a strange and poorly understood art. Very few paths exist through the Veil, at least those that are known of. Those who tread such paths report finding strange, foreign lands filled with bizarre creatures, and are held with some distrust. It is held to be common wisdom amongst those who practice magic that they should be left alone."_

_ Carpathios looked up, shaking his head in disgust. "That is exactly the sort of mindset this city was founded to abolish. Do you not recall when Magnathios said, 'The mysteries of the universe are ours to solve'? Yet you speak of the Veil paths with the ignorance and suspicion I would expect from the fear-mongering peasants that speak of Agathonis as though its name were a curse."_

_ Soptek blinked in suprise. He remained silent for a moment, before bowing his head. "You remind me once again of why the Mage King chose you as his Proctek. You are right, of course, and I think there are few as suited as you for taking on such an unknown frontier. Still, it is best if you proceed with caution. I must ask, though, why have you chosen to pursue this line of inquiry?"_

_ "I've had a vision," Carpathios said. "I was deep in contemplation, peering into the Veil. Now and again I will do this, and catch glimpses of the future, the past, or events occurring far away. This time, I saw a great Power on a distant world. It shone like a great beacon of spectral light, piercing the dark mists of time and space. I caught brief glimpses of possible futures, and do you know what I saw?"_

_ "I am no magi-" Soptek caught himself using the common, but in this case highly inappropriate, expression. He laughed, saying, "No, I am indeed a magician, but the reading of the mind is not within my skills. So tell me, that I may learn."_

_Carpathios smiled. "I saw the glory of Agathonis restored."_

Carpathios finished delivering his formal titles. He didn't believe that this Twilight Sparkle would know what they meant, but he assumed that they would sound impressive nonetheless. He looked her over. She appeared to be a form of unicorn, which confused him. Unicorns as he knew them were solitary creatures, preferring the company of the fey to mortals, and shunning civilised areas in favor of the wilds. Of course they were also universally white, and much larger than this lavender creature, which made it seem likely that she was of a very different breed. He would have to set aside what he knew about his homeland and approach with an open mind.

To her credit, she took his litany of appellations without apparent difficulty. "Well then, mister Carpathios, or should I address you as Proctek Carpathios, or just Proctek? Or Magus Carpathios? Regardless, I have many questions for you, if you would be so kind as to answer them?"

Though he kept his expression neutral, inside Carpathios was beaming. Not only was she keen enough to remember all of his titles only after one statement, when he looked at her with his Veil eyes, she positively shone like a beacon. Clearly she possessed immense power, and an equally impressive mind. He could only conclude she was a mage of great skill, which was fortuitous for him.

"Just Carpathios will do for now. I would be happy to share my knowledge, especially considering I am an uninvited guest. I did not believe, however, that my arrival would be met with such significant, well, disapproval."

Twilight raised a hoof. "Don't take it personally." She looked behind her, calling out, "It's alright everypony, he's friendly. You can go ahead and come out now."

Carpathios observed silently as ponies of all shapes, sizes and colors emerged. He suddenly found a bright pink face, wreathed in preternaturally buoyant hair, less than half a foot from his own. Bright blue eyes stared into his. He closed his eyes for a second, peering into the Veil directly in front of him. As he opened his eyes, he was not entirely certain precisely what he had seen.

"...so then I was like, 'I wonder if he likes cupcakes?' but then I realized, of course you do, everyone likes cupcakes! But then I wondered what type of cupcake you would like, and I realized, I can't bake you your favorite cupcakes if I don't know what your favorite cupcakes were! Then I thought, 'Silly filly, you don't know any new pony's favorite flavor, so you always put out a few of all flavors.' Of course you're not a pony, but that just means you're, like newer than new! Ya know?"

Carpathios simply stood there, dazed by the torrent of words that had gushed forth from this being's mouth. He remained quiet, trying in vain to formulate the best response for what he had believed to be a question.

"I like orange cupcakes," he said without really thinking. "As in, the fruit."

He noted quite quickly that he may have made a mistake in his choice of words. Her eyes widened, pupils shrinking to pinpricks. She turned on her heel and sped back down the road, a look of pure horror on her face. "Torn Veil, was it something I said?" Carpathios asked, perplexed.

Twilight turned and looked at him, apparently as confused as he was. "I don't think so. I've never seen Pinkie bake an orange cupcake, so I'm guessing you just told her there exists a form of cupcake she's never heard of. That's something of a big deal."

"So it would seem," Carpathios still didn't comprehend what just happened, but a quick scan of the crowd through the Veil showed that this Pinkie was an exception, and most of these ponies' auras looked fairly normal, aside from a few brighter ones. It seemed that those bright lights came from the unicorns. He also noted that in addition to unicorns, there existed two other breeds, one with wings, and a seemingly mundane breed. He noted however that the pink one fit superficially into the last category, so there was more to them then initially apparent.

A new voice was heard. "So Twilight, who's this new, uhh, what is he?" Carpathios looked up, beholding a sky blue winged pony with technicolor mane and tail.

Twilight cleared her throat. "Attention everypony. Let me introduce Carpathios." She then seemed to blush as the crowd remained in silent expectation. Carpathios would've sworn he could hear crickets chirping. "Uhh, he comes from Agathonis, he's the Proctek of the Mage King there. And he's a magus of the seventh intonation."

The flying one then remarked snidely, "You don't even know what that means, do you?"

"Umm, no," Twilight said, blushing.

Carpathios decided it was time for him to formally declare his intentions, and spare these ponies any further embarrassment. "I've come here out of a desire to explore new worlds and learn about their inhabitants. I can assure you I did not mean to appear so suddenly in the middle of your town."

"Ahh, don' worry about it," said a voice in a heavy dialect. Carpathios followed the sound of the voice to another pony, this one a palomino with sand-colored mane and tail. "No harm done. Name's Applejack." She offered a hoof, which Carpathios assumed was a gesture in friendship as it was back home. Hoping he wasn't doing something wrong, he grasped it, and was surprised at the amount of strength this Applejack possessed. "Ahh'd like to welcome you to Ponyville, and invite you to Sweet Apple Acres. Best food you ever tasted."

"I'll remember that, and thank you for the invitation." Carpathios found it interesting that these ponies were so quick to trust. He was also a little pensive, remembering the reason he first came here. He found it hard to imagine that these ponies, as docile as they were, could wield the power he had initially seen through the Veil. Another possibility entered his mind; that the power was far greater than he initially had estimated, and ensured peace in the realm.

"Well, if you wish to learn, maybe we should go to the library?" Twilight asked. "As I said, I have a lot of questions to ask you. I'm sure we have a great deal to talk about." Her aura shown a bright sanguine, proving she was far more excited than she revealed.

"Pardon my interruption," one of the unicorns, snow-furred with indigo mane and tail, both painstakingly groomed, said in a well-cultured voice, "But first I must ask the most important question: where did you get such a _magnificent_ ensemble?"

It was at that point Carpathios realized that his garb, while not out of place in Agathonis considering his position, might be considered excessive in Ponyville. Still, it was a bit comforting to know that it was still considered fashionable, if a bit exotic. He also noted that most of the ponies did not seem to be garbed at all, or only wearing one or two articles of clothing. He responded to the question as best he could. "It was fashioned in my home of Agathonis. It is the traditional garb of the Proctek."

She seemed disappointed for a moment. "Well, nevertheless, thank you," she said, her countenance rising, "I believe I have found inspiration. Oh! Due pardon my manners. My name is Rarity, and if you ever find yourself in need of additional outfits, you can find me at Carousel Boutique." He listened as she gave directions, making sure he remembered properly. Regardless of the actual destination, it was important that he familiarized himself with the town.

"Well, we should really get going. You probably want to get settled in, and I have to report to Princess Celestia about all this." Carpathios watched as Twilight began to head down the street, and the crowd slowly dispersed. Many of the ponies continued to watch him, however, their curiosity slowing them. He also noted that the dragon hatchling he had noticed earlier near Twilight was following her, confirming his suspicions that it was some form of assistant or familiar.

He began to follow her. "Of course."

Carpathios had to bend down in order to fit through the door to the library, a structure that was crafted into a great tree. It reminded him in a way of a city he had read about, a Fae-blooded city called Valeris. The entire city was fashioned from one great mushroom.

While Twilight prepared some cushions for them to rest on, Carpathios absentmindedly picked up one of the volumes that had been laying on its side on a windowsill. It stood apart from the otherwise impeccably ordered room. Muttering an incantation of translation, he flipped through the pages. The book appeared to be a manual on machine design, the nature of which escaped him. Shrugging, he replaced the book where he had found it.

"Just a moment please," the lavender unicorn said as she quickly penned a scroll. She then gave it to the dragon, who promptly burned it. Carpathios raised an eyebrow at this. "There, now that that's out of the way, we have a lot to talk about! I guess my first question is, how did you get here?"

"I cast a spell," Carpathios said as though it were the most obvious thing in the world.

Twilight giggled sheepishly. "Of course you did. How silly of me. But in that case, how? You don't appear to have a horn."

Carpathios raised his staff. "I use this heqa staff as my arcane focus. I've seen other items used, but this is the traditional means in the Agathonian School of arcana."

"Wait, you use a stick? I mean, it's just a regular stick? It's not even attached to you."

In response, he lit up the end of his staff, bathing the entire room in a rosy glow. "I think we have even more to discuss than you first thought," he said to the now dumbstruck mare.

A voice called out through the Veil.

_Soptek, can you hear me?_

_Indeed, _another voice answered, worlds away. _I've been keeping an eye on you. I assume you made it safely. What is this new world like?_

Carpathios responded, _Some things are different, but not as much so as I expected based on the more fanciful nature of the reports from those who went before me. I have gotten off to a good start, it seems, as the people I have met are very hospitable. I have even become acquainted with a very knowledgeable and powerful mage, though there is much I have to teach her._

_So now the student is the teacher,_ Soptek mused._ Magnathios would be proud to know that, despite all that has happened, you at least continue to shine the light of our city. Have you learned anything of the great power you spoke to me of?_

_Not yet, but I'm sure I'm not far from it. I will ask my hostess about it when we resume our discussion on magic tomorrow, _Carpathios said before ending his meditation. It was late; he had discussed the nature of non-intrinsic spell-casting. He had made sure he had enough time after retiring to contact Soptek.

Now it was time for rest. Twilight had prepared a makeshift bed large enough to accommodate him, and tomorrow would be an important day.


	3. Hospitality

_Author's Note: I've decided not to go into too much detail on the conversation between Carpathios and Twilight concerning magic. I think I would rather concentrate on advancing the plot of the story._

* * *

_The sound of approaching footsteps brought their conversation to an abrupt halt. Carpathios and Soptek looked up, identifying the approaching figures. Their deep blue garments, common throughout the city these days, contrasted with Carpathios' bright scarlet and Soptek's maroon. Soptek wore what the old man had always worn, and no one thought any different about it; Carpathios' attire was a statement declaring his adherence to the traditional ways. It set him apart from the rest of his colleagues._

_The foremost member of the group of half a dozen magi stepped forward, raising his hand in greeting. "Fair visions to you, Carpathios. I have heard it said that you have begun a grand new endeavor deep within the Veil. I had thought you would not be content to simply master the existing arts, and you have proven me correct. I look forward to seeing the outcome of this most ambitious project, and am sure whatever the results will be, they will be spectacular." He turned to Soptek as though noticing him for the first time. "And fair visions to you, librarian."_

_Carpathios scowled at the verbal slight to his friend. This, combined with the layer of subtle mockery on the speaker's words of praise had caused his ire to rise. Mentally, he recited the First Intonation to calm himself. "Fair visions to you as well, Ectellios. I did not expect you back so soon. I know how much you enjoy impressing the less experienced masses with your glorified parlor tricks. I will keep you informed as to how my actual magical research is progressing."_

_Of all the magi he now dwelled with, there were few Carpathios felt embodied the new, lesser philosophy of Agathonis as much as Ectellios. The man cared only for how powerful he appeared, and nothing else. He flaunted his many accolades, gained mostly through the inelegant bludgeoning of his will, with his overly decorated outfit. While Carpathios was by no means arrayed conservatively, he was entirely within the bounds of his station. Ectellios exaggerated everything he did._

_Ectellios laughed, a cue his social subordinates took, adding their own forced amusement to the cacophony. "Once again, you prove quite the sharp wit. Magnathios must have been quite amused by your company, to take you in such as he did. My mission has always been to educate those less knowledgeable in the arcane ways, so that as our former king said, 'All the world may share in our knowledge.' It is a great burden I had to shoulder that I was unable to learn more from him directly in the time he was here, but my duty called me elsewhere."_

_At that point, several of Ectellios' followers imposed themselves between him and Carpathios. Carpathios himself felt Soptek's hand upon his shoulder. "By that, I am sure the Potent Ectellios simply meant that he wishes you well in your research, and offers his condolences to how personally our city's great loss affected you."_

_"That is not what he meant," Carpathios hissed. It took all of his will to force his choler into check. Stepping forward, he said, "Ectellios, let me make one thing abundantly clear. I was chosen as Proctek and not you because I am, and always have been, a better magus than you. If you wish to test that, I will gladly humor you. My Work will be the greatest advancement this city has seen in ten years, as is fitting of my station."_

_Ectellios blinked. "I will hold you to that," he said, turning on his heel and departing._

_Carpathios turned, beginning to walk back to his personal spire, research material in hand. "If you fail, Ectellios will be upon you like a vulture upon a carcass," Soptek said disapprovingly._

_Carpathios nodded. "I've always been surrounded by vultures."_

* * *

Twilight awoke the next morning to the smell of eggs and toast in the air. As usual, Spike must have gotten up early to cook breakfast. She smiled as she thought of her ever-dependent assistant, then her eyes shot open as she remembered what had happened yesterday.

Jumping out of bed, she quickly went to her mirror to brush her mane. Not too neat, just enough to be presentable. As soon as she was finished, she headed downstairs. Sure enough, Spike had a delicious looking breakfast prepared. Carpathios was sitting cross-legged on a pillow, as he was too big for the chair. He wasn't wearing all of his accessories today, just his robe.

"Good morning, Spike. Good morning, Carpathios," she said as she took her seat at the breakfast table. "I hope you like our food. I'm not sure what you eat back in Agathonis."

"The food appears more than adequate. Not many have eaten draconic cuisine in my world," Carpathios said. "I must say I'm not certain how I will sustain this arrangement. I would not wish to simply eat your food and sleep in your home without compensation."

"Don't worry about it," Twilight said reassuringly as she began to eat her breakfast. "The letter I got from Princess Celestia last night said to keep you comfortable, so you are a royal guest. Besides, what you taught me about magic last night would probably earn you more bits, well, quite frankly than I have."

Carpathios took a bite of toast. "In that case, I will simply say thank you. In any event, what is on the agenda for today?"

Twilight pulled out her day planner. "Pinkie will likely throw a party later this afternoon, so I blocked off most of it. Since you spent most of last night sharing with me about your magic, I'd thought I'd share with you what I know about unicorn magic."

Spike spoke up. "In other words, everything there is to know about unicorn magic." Twilight blushed at this praise. "I'm serious," the dragon continued, "She probably knows more about magic than anypony besides the princesses. She probably knows more about anything than anyone else in Ponyville."

At this point, Twilight figured she could be mistaken for Fluttershy. "Spike, really. You're embarrassing me," she said in a flustered voice.

"You are the princess's personal student, though, are you not?" asked Carpathios. "Certainly you earned such a privilege through unwavering dedication and force of will."

"I was chosen because the princess said I had more magical potential than she had ever seen in a unicorn," Twilight said, absentmindedly picking at her breakfast, "but there was a lot of work to get there. I don't want to let her down."

"I am certain you will not," Carpathios said as they finished their meal. "So, you say that unicorn magic is definite in its potency based on the individual?"

* * *

They were still deep in conversation when, just as Twilight had predicted, Pinkie showed up to give them both invitations to a "Welcome Carpathios" party. Carpathios initially looked on in astonishment as she had pulled the invitations seemingly out of her mane, but then, recalling what he had seen in the Veil, he realized he would have to accept that Pinkie Pie was something quite unlike any other being.

Twilight Sparkle accompanied him to Sugercube Corner, the local confectionary and what passed as a tavern in this town, later on that evening. The place was filled with party-going ponies when they arrived. Carpathios noted that the music, while quite a different style than either the boisterous tavern music he remembered from his youth or the resonant, etheric choir chants that frequented the halls of Agathonis, was quite pleasant to the ears, complementing the sweet smell of pastries.

Carpathios recognized several of the mares from before. There was the technicolor pegasus, Rainbow Dash, and the earth pony Applejack. They appeared to be participating in some form of contest involving the strength of their legs. He also saw the snow colored unicorn who had been impressed by his garments. As he recalled, her name was Rarity. She was socializing with a pale yellow pegasus with a rose-colored mane. The two of them seemed to keep to themselves, which struck Carpathios as odd, considering how sociable Rarity seemed. Of course, he had only seen her once before, and as such had very little information with which to reach a conclusion.

Seeing him, Rarity beckoned for him. As he approached, he noticed how the pegasus seemed to recede. A quick glance into the Veil confirmed his suspicions. The mare before him possessed the pale, wispy aura he had come to associate with those timid and demure.

"Carpathios, it is good to see you again. I must thank you for your appearance, as it was a true inspiration. Let me introduce you to a dear friend of mine. This is Fluttershy," Rarity said, indicating the pegasus. "Fluttershy, this is Carpathios. He is a magus from another world, coming to visit and explore."  
"Oh, umm, hello. It's... nice to meet you, Carpathios," Fluttershy said in a voice so meek he had to strain his ears to hear in the din of the room. He simply inclined his head in response, reasoning that anything else might be uncomfortable for the pegasus.

"Fluttershy here was just telling me of how she was helping a family of raccoons recover from an awful case of the flu. She just loves animals, and is utterly selfless in caring for them," Rarity began to regale him. "I am most fortunate to be able to call her my friend."

Carpathios could only assume that Rarity was unaware of the extreme discomfort her praises were causing to Fluttershy. He had observed that, despite their closeness, these ponies could at times act carelessly when it came to others. Then again, his own heightened perception and Veil sight could be giving him a much greater advantage than he gave himself credit for.

Deciding to redirect the conversation, Carpathios said, "Fluttershy, then, you are quite knowledgeable in the natural and healing arts?"

"Umm, I guess. I mean, I've studied it more than most ponies in Ponyville, except for maybe Twilight. She's the smartest pony I've ever met."

"Perhaps, one day when your duties allow you, I could share with you some of the knowledge I possess on the creatures of my homeland. It isn't a vast amount, but..."

"Oh! I would, um, like that, I guess." Fluttershy gently ran a hoof over the floor. "Maybe, we could have tea Wednesday afternoon?"

"I will look forward to it," Carpathios said, smiling.

* * *

Some time later night, Carpathios began to walk home. The party had continued until all of the ponies had been tired enough to call it an evening. Though Carpathios was not an inherently social man, he had found himself greatly enjoying the company of these ponies. They seemed to have warmed up to him very swiftly. He found it all very refreshing compared to the interactions he had with his colleagues back in Agathonis. Aside from Soptek and the other librarians, he found it all a great nuisance.

Getting home, he entered another meditation, communing with Soptek across the Veil.

_Today was an interesting day. I believe I have made much progress in establishing trust with these people._

_Good, good, _Soptek responded._ At least you have friends somewhere._

_It makes it difficult to want to return home, _agreed Carpathios as he allowed sleep to come upon him for the night.


	4. Origins

_ Everything was nearly ready. The ritual was all laid out, and Carpathios was passing through the Intonations, easing his mind into a state where the Veil ceased to be an unattainable image in the mirror, and became as tangible as the physical realm. Holding his staff in hand, he began to step into the circle at the center of the chamber. _

_"It is time, then?" Soptek asked, standing a respectable distance back. The librarian held his own staff in a firm, two-handed grasp, as though it were the only thing anchoring him in the material world. If the spell went wrong, it could end up being so._

_"Indeed." Carpathios' voice had an unearthly sound to it. "I go now to a place no man has ever seen before. I take a path never tread before. I thank you for your aid in my endeavor, and I will not forget it. Now farewell, my friend Soptek." _

_The room lit up in a truly awe-inspiring display. Lights of all colors, even those mankind had no name for, burst into existence, swirling and dancing for brief moments each, before disappearing. At the center of the maelstrom stood Carparthios, raising his magic staff above his head. A ring of light appeared around him, growing until he was completely surrounded by it. There was the sound of bass, reverberating all throughout the chamber, growing in intensity. With a sudden thunderclap, he was gone._

_"Farewell, Carpathios," Soptek said._

* * *

Carpathios walked freely down the streets of Ponyville, a smile gracing his , his spirits were high, simply because they were so. There was something about this world, some intangible essence, that seemed to sooth and edify his soul.

"It has even brought out the poet in me, it seems," he said to himself as he took a glance at the sky. The day was beautiful. The handful of clouds that the pegasi had allowed to linger in the sky did little to dim the beauty of the sun. Today was a good day to be out and about. Carpathios had little opportunities for such activity in Agathonis. He was usually shut in, deeply engrossed in his work.

His introspection was interrupted by the call of high-pitched voices further down the road. A trio of fillies, consisting of a yellow earth pony, a white unicorn, and an orange pegasus. He believed that the yellow one was Applejack's sister.

"Carpathios!" they shouted, or rather attempted to shout. He had gotten used to the fact that his name was exotic amongst the ponies, and many had difficulty pronouncing it, especially the young ones.

"Good day, fillies. How can I be of assistance today?" Carpathios recognized the bright look of curiosity and inquisitiveness in their eyes.

"I'm Apple Bloom," the earth pony said, "and this is Sweetie Belle and Scootaloo," indicating the unicorn and pegasus respectively. "We were wondering if..." the young ponies seemed to be struggling with finding the proper words. "Well, we know you aren't a pony, and don't have a cutie mark. But you are really good at magic, so we were wondering if you could tell us how you found your talent?"

Carpathios nodded. "Come, sit with me. It is a long story." The four of them found a nearby tree to sit under. Carpathios reclined against the trunk of the tree, laying his staff over his legs. He could not help but feel charmed as his three young companions curled up around him, looking at him with large, bright eyes.

"It wasn't easy, that much I can tell you with utter conviction. There were more than a few times I wondered if it was worth it, studying my magic. You see, where I come from, not everybody thinks of magic as a good thing. They don't understand it, so they are scared of it."

"I knew it was what I truly wanted, though, so I pressed forward regardless. I had a bit of fledgling talent, which I was able to use to impress a local court mage. He wasn't a very nice teacher, but he did know quite a bit about magic, or at least I thought he did at the time. I spent several years there.

My studies were interrupted when another student became jealous of my ever-increasing skills. He tricked me, and to make a long story short, I was banished from the court. At the time, I thought it to be the worst thing to happen to me, but if it hadn't, I would never have found my new home of Agathonis, and achieved my full potential."

Carpathios looked to the skies for a moment, reminiscing, then back down at his audience. The three fillies stared up at him, looking perhaps a bit disappointed. He sighed, petting one of them. "Alright, I'm not much of a storyteller."

"Oh, it wasn't so bad," Sweetie Belle said. "I'm really glad you were able to finally find a place you were happy."

"Come on Crusaders," Scootaloo's voice was full of energy. "The day is still young, and we have cutie marks to earn!" They ran down the road, with Carpathios silently watching them.

_So young and spirited. Full of vital life. I can barely recall a time I was filled with such bountiful optimism. May their journey lead them to rich discovery, not misfortune._ An ominous sense of foreboding crept into Carpathios' mind. He disregarded it as nothing more than fruitless paranoia, and decided to make good on his promise to visit Fluttershy.

_Today was a good day._


	5. Nightmare Night

Twilight Sparkle examined herself in the mirror, examining her chosen outfit for this year's Nightmare Night. After last year, she decided it would be better to go as something a little more familiar with the local community. After careful deliberation, she had settled on a piece she felt would fit in quite well.

Shadowstar was a figure of legend in the Ponyville region. A reclusive unicorn mare, according to myth, she practiced strange and powerful magic, and used it selfishly. The story of the witch had been told for generations, mostly to scare unruly foals. Most adult ponies, however, didn't consider her any more real than the Lost City of Appolantis. Twilight herself had found no historical evidence that such a pony ever existed, though elements of the myth were consistent with several classical literary archetypes.

Still, the character made for an excellent Nightmare Night costume. Twilight had researched the Shadowstar myths with great care to make sure she got all of the details correct. The green-stained saddlebags used to carry her foul reagents, the cord tied around her cloak that was originally part of the noose the villagers tried to hang her with, and the burlap sack used to carry away delicious young fillies and colts were all present. She even used a bit of black paint to give her horn a damaged appearance, though she took great care to make sure it was still fully intact and functional.

Putting a bit of dark makeup on, she looked at herself in the mirror. At first glance, she almost recoiled from the image in the mirror. Staring back at her was a very different mare, one with old, ragged clothing, and a weathered, menacing face. She had done an excellent job this year, it seemed.

"Hey Twilight, are you ready to- WHAA!" Spike shouted as he entered the room, toppling backwards as Twilight turned to address him. "Whoa, that's one creepy costume. Sweet job!" Spike himself was dressed as a knight in shining armor this year. Twilight wasn't sure exactly why, though she suspected it might have something to do with Rarity.

"Thank you. After last year, I decided to look to more regional folklore to draw inspiration from. This year, everypony should be able to recognize me. Hopefully."

"Don't worry, Twi. I'm sure everyone will love your costume. Now come," he said, assuming a dynamic pose, "The night is young. There is candy to be had!"

* * *

The town of Ponyville was once again arrayed for the festivities of Nightmare Night. While Princess Luna could not grace it with here presence this year, due to making an official appearance in Trottingham, the atmosphere was in no way dampened. Ponies arrayed in all sorts of costumes participated in a variety of diverting activities, set in a cheerful mood that stood in contrast with the decorations.

As she trotted the short distance from her home to the town square, Twilight encountered the distinct yet familiar form of her newest friend Carpathios. The human was this night clad in a dark cloak as opposed to his usual bright red, but he still carried his ubiquitous hooked staff. Although, since as he had explained it the staff was as important to him as a horn was to a unicorn, Twilight would have been surprised if he hadn't had it.

"Happy Nightmare Night," Twilight said as she approached the mage. "Looks like you tried to get into the spirit of things. How has your night been?"

Carpathios gave a nervous chuckle. "Could be going better, actually. I'm afraid I was a bit overzealous in my original costume design, thinking it would be a good idea to use magic to augment it. Unfortunately, the final result was far more potent than even I originally predicted. Which reminds me, if you see the Cutie Mark Crusaders, would you give them my most sincere apologies? I fear they were not prepared for my appearance."

"Don't worry, I'll be sure to let them know if I see them," Twilight said. "So, what was your original costume?"

"Have you ever heard of an allip?"

Twilight scratched her head with a hoof. "No, I can't say I have."

"Oh, well then never mind." Carpathios turned to walk with her. "I must say, this evening reminds me a great deal of the Tales and Tallows celebration of my home village. The main difference seems to be the overall theme practicing of the holiday. Tales and Tallows usually consists of families staying in their homes, locking all of the doors and barring the windows, sitting around the fire and regaling each other with tales of fear and woe. I had trouble sleeping those nights quite nearly into my adulthood. Of course, now with my powers there is very little I have to fear."

"That seems a little... confident," Twilight said, choosing her words with care. "Even with all I've learned of magic, I'm still careful of things I don't know about. In some cases, even things I do know about."

"There is a difference between boldness and foolishness, of course," Carpathios responded. "I always ensure that I never take greater risks than absolutely necessary." He turned as they arrived at the main gathering. Rarity and Applejack were conversing at a table of refreshments. They both looked up to welcome the new arrivals.

"Howdy! Welcome to-" Applejack briefly wore a shocked expression, but it was quickly replaced with a grin. "Well Ah'll be, that's a mighty fine costume. Why, Ah almost thought Shadowstar had come ta grab me for stayin' out too late."

"Indeed," Rarity said, giving the raiment a closer inspection. "I didn't know you had such an eye for design. Granted, it lacks a certain flair, but you did get all of the details perfectly."

Twilight blushed from the praise. "Thank you. Your costumes are quite nice as well." She took a good look at her friends' costumes. Applejack was currently dressed as a tin pony, which considering her costume last year, made Twilight chuckle a little. Rarity, on the other hand, went with a far more classical appearance. She had eschewed the "obvious" option as a vampire, most likely due to her sister's use of it last year.

"Rarity, that's probably the best Ghost of Trottingham Tower costume I've ever seen! I'm glad you could make it this year."

Rarity flourished, showing off her costume. "I'm glad you like it. Fortunately, I didn't have nearly as many orders this past week as I did this time last year, so I was able to finish Sweetie's and my costume well in advance. I do wish I had been able to make it last year, though. I haven't gotten a chance to speak with Princess Luna since the first Summer Sun celebration."

Carpathios remained silent as Twilight said, "I think it would be a good idea for you two to meet. She could use some more friends. In a way, she reminded me of how I was before I came to Ponyville and we found the Elements of Harmony."

It was at this point that he spoke up. "Twilight, I've seen references to these elements in some of my work, but I would like to learn more. Could we discuss them later?"

"Of course! I don't know how I haven't said anything about it earlier. We've been talking about magic so much, but somehow I forgot about the most powerful magic I've ever known. I'd be glad to tell you everything I know." She smiled, and adopted her lecturing tone. "For our first lesson, though, I think a demonstration is in order. A key part of friendship is spending time together, so lets have fun tonight!"

"Ah can second that! C'mon Carpathios, let's see how good those arms are at throwin'!" Applejack galloped off, and Carpathios followed.

It struck him that before coming to this world, he would never have willingly stooped to this level of frivolity. He guessed it was the sincere innocence of these ponies, combined with the very whimsical nature of the world that seemed woven into the very essence of the land that compelled him to cast off his reservations, at least for the moment.

Tomorrow, he would have a lot to discuss with Twilight.

* * *

The party had been going for some time now. The Cutie Mark Crusaders were finished gathering treats and were now trying their hooves at the various games set up in the town, such as the Spider Toss, apple bobbing,. Apple Bloom was quite good at them; years of helping out on the farm had given her excellent coordination. Scootaloo almost kept up with her, much to the competitive pegasus filly's chagrin. Sweetie Belle lagged behind, though.

After Sweetie Belle failed her latest attempt, a pair of fillies in expensive-looking costumes sauntered over to them. "Well, that's one more thing you won't be getting your cutie mark in," Diamond Tiara said haughtily. Sweetie Belle's face was downcast for a moment, but then she remembered who was speaking. Apple Bloom and Scootaloo stood at her aid.

"Do you honestly have nuthin' better ta do?" asked Apple Bloom. "Ah mean seriously, there's games, candy, just about everything a filly could ask fer. But all y'all wanna do is come 'round here and make fun."

Diamond Tiara's attempt to deliver a cutting retort was never finished. She was distracted by the growing shadows behind the Cutie Mark Crusaders. At first she thought her eyes were just playing tricks on her, but then she felt Silver Spoon inch a little closer to her. The darkness deepened, from merely obscuring the distance to perfect inky blackness.

Umbral tendrils snaked out of the encroaching darkness, slowly enveloping the surroundings. Diamond Tiara felt her blood run cold. She heard what she guessed was either Silver Spoon's knees knocking or teeth chattering. Her own body was frozen solid with sheer terror.

As she watched, the darkness encircled her classmates, but did not seem to get close enough for them to notice. She was vaguely aware of Scootaloo saying something, but her attention was trapped above them. The shadows seemed to solidify into a boiling cloud. A pair of burning red eyes opened, peering upon them. Around these eyes, a grinning skull of some bizarre, flat-faced creature materialized.

Apple Bloom tilted her head confused as the two pompous fillies let out an ear-piercing shriek and bolted away from them with as much speed as they could manage. She turned around, finding Carpathios standing behind her and her friends. He wore a black cloak, much less fancy than his usual clothes. She found this strange, as most ponies dress up for Nightmare Night.

"Drat. It seems my costume is still too powerful a fright even with the reductions."

* * *

_Soptek!_ The voice of Carpathios echoed within the Veil. _I have found it!_

The old librarian immediately perked up. The day had been long and filled with toil, and news of his young friend's success would most certainly improve his night's slumber.

_What have you found?_ replied Soptek. _What is the nature of the power that called out to you through space and time?_

_It comes from the Elements of Harmony. It was their light that first beckoned to me, yet they have been sitting in front of me for my entire stay. The mage I told you of, Twilight Sparkle, is the one tasked with learning the secrets of their power._

_Such serendipity,_ chuckled Soptek. _This is probably for the best. Agathonis slips further into decay by the day, it seems. Ectellios has assumed the role of Magnus Templi of the Pyrae Circle._

_And thus gains control of the pyromancers,_ brooded Carpathios. _I reasoned he would build his power base upon such... flamboyant acolytes. Their art is a perfect fit for his temperament. You are still in Agathonis, so you are best to judge how to handle them. Also, do not feel bound by me to keep my success hidden, if you find sharing it to be to our advantage._

Soptek acknowledged this resolutely._Farewell, Carpathios. I will be watching and waiting._


End file.
